Suncor Energy Inc. v. Magellan Pipeline Company, L.P.

── Suncor Energy Inc. v. Magellan Pipeline Company, L.P. ── Court: Supreme Court of Delaware Date: May 27, 2026 Category: General IN THE SUPREME COURT OF THE STATE OF DELAWARE SUNCOR ENERGY INC., § § No. 137, 2026 Defendant Below, § Appellant, § Court Below–Superior Court § of the State of Delaware v. § § C.A. No. N25C-02-418 MAGELLAN PIPELINE § COMPANY, L.P., § § Plaintiff Below, § Appellee. Submitted: March 30, 2026 Decided: May 27, 2026 Before SEITZ, Chief Justice; VALIHURA and GRIFFITHS, Justices. ORDER After consideration of the notice of appeal from an interlocutory order and its exhibits, it appears to the Court that: (1) In 2015, Suncor Energy Inc. (“Suncor Canada”), a Canadian corporation, and Magellan Pipeline Co., L.P. (“Magellan”), a Delaware limited partnership, executed a general Parent Guaranty. By its terms, Suncor Canada entered the Parent Guaranty “in order to induce” Magellan to enter into transactions with certain of Suncor Canada’s wholly owned subsidiaries. Accordingly, under the Parent Guaranty, Suncor Canada guaranteed to Magellan “the prompt payment and performance when due” of the obligations and liabilities that Suncor Canada’s subsidiaries owe to Magellan under contracts between Magellan and those subsidiaries. In 2022, the Parent Guaranty was amended to add Suncor Energy (U.S.A.), Inc. (“Suncor”), a Delaware corporation and wholly owned subsidiary of Suncor Canada, as a covered subsidiary. (2) In December 2023, Magellan and Suncor entered into multiple contracts involving the storage and transportation of certain Suncor petroleum products, including the Dupont Storage and Terminalling Agreement (the “Terminalling Agreement”) and an amendment to the parties’ previously executed Ethanol Storage Services Agreement (together with the Terminalling Agreement, the “Agreements”). The Terminalling Agreement provided, among other things, that on or before its effective date, Suncor was required to deliver to Magellan an amendment to the Parent Guaranty that specifically included the Terminalling Agreement as a covered transaction and more than doubled the amount guaranteed. That amendment was produced, and it was executed simultaneously with the Agreements. After Suncor allegedly breached the Agreements, Magellan demanded payment from Suncor and then Suncor Canada when Suncor failed to pay. When neither entity paid, Magellan sued Suncor for breach of the Agreements and Suncor Canada for breach of the 2015 Parent Guaranty, as amended. Suncor Canada moved to dismiss for lack of personal jurisdiction. 2  (3) On February 26, 2026, the Superior Court denied Suncor Canada’s motion (the “MTD Order”).1 In so doing, the court found that “the statutory jurisdictional hook in this case comes from the 2022 Amendment to the Parent Guaranty when Suncor Canada agreed with Magellan to cover its wholly owned Delaware subsidiary in order to induce Magellan to enter into the Agreements with Suncor, and the simultaneous amendment of that Guaranty to sweep the Agreements into the defined guaranteed Transactions with a concomitant more-than-doubling of the guaranteed sum.”2 Suncor Canada asked the Superior Court to certify an interlocutory appeal of the MTD Order under Supreme Court Rule 42. Magellan opposed the application. (4) On March 30, 2026, the Superior Court denied Suncor Canada’s application.3 The court first found that the MTD Order did not decide a substantial issue of material importance—a threshold inquiry under Rule 42—noting that this Court has